December 3, 2004

LICENSING AGREEMENT

Dick Wulf, located at 1339 N. 31st Circle, Colorado Springs, Colorado 80904 (hereinafter referred to as LICENSOR) has given Organization Name located at Organization Address (hereinafter referred to as LICENSEE) the right to publish 3,000 copies of The Great Family Conversations Tool Kit and distribute them in these zip codes served by the LICENSEE in its geographical area: _____ & _____ & _____ _____ & _____ & _____ _____ & _____ & _____ . In exchange, LICENSEE agrees to pay LICENSOR a license fee of $8,000 under the terms outlined in this Agreement.

1. TERMS OF THIS LICENSE

A. The term of this license runs from (Month Year) through (Month Year), a period of 15 months to print copies and begin to distribute them.

B. This license authorizes the production of up to 3,000 copies of The Great Family Conversations Tool Kit. Distribution of those copies is licensed through (Month Year) to allow additional time to give away leftover copies from the initial distribution.

2. DESCRIPTION OF THE PRODUCT BEING LICENSED

A. LICENSOR will arrange and pay for the production of 3,000 copies of The Great Family Conversations Tool Kit which includes the six Family Talk Game Grids titled (1) Getting to Know You, (2) Favorites, (3) Wishes & Dreams, (4) Memories: Family Edition, (5) Emotions, and (6) Family Talk Potpourri and the booklet Successful Family Dialogue and the Cover Sheet with instructions on the back.

B. The LICENSOR licenses the LICENSEE to include advertising on the back of the 6 game grids to raise funds for the license fee, production and distribution costs, and for profit. The LICENSOR will be responsible to receive and manage payments from advertisers. The LICENSOR will put aside the first $5,000 collected for production costs in order to assure that advertisers get the ads they pay for. The second $8,000 collected will pay for the license, which includes graphic arts, financial accounting and project management. The balance collected will be set aside for the LICENSEE upon completion of Tool Kit delivery to those who will distribute the 3,000 Tool Kits. That money will be released after a random check of distribution points by the LICENSOR.

C. The LICENSOR will make available to LICENSEE, if requested, a separate license for 3 bonus game grids at a price of $800 each to raise fund-raising potential through advertising on the backs of those grids. Production costs for bonus grids is including in the additional license fee.

D. The LICENSOR must approve in writing the inclusion in The Great Family Conversations Tool Kit of additional materials. Inclusion of additional items is encouraged to help the LICENSEE raise funds and/or better carry out their mission in the community. LICENSOR approval is only to keep political and other inappropriate and/or illegal material from being included in the LICENSOR's products.

3. TERRITORY

A. This license is for distribution of The Great Family Conversations Tool Kit only from/within the zip codes _____ & _____ & _____ in the state of (State Name) in the United States of America.

B. The only exception of this restriction is for publicity purposes of Organization Name. Other exceptions can be granted by the LICENSOR at the request of the LICENSEE.

4. LICENSE VIOLATION

If LICENSEE shall violate any of the terms of this Agreement, and upon receiving written notice of such violation by LICENSOR, LICENSEE shall have thirty (30) days to remedy such violation. If this has not been done, LICENSOR shall have the option of canceling the Agreement without refund of license fee.

5. NO PARTNERSHIP, ETC.

This Agreement shall be binding upon the successors and assigns of the parties hereto. Nothing contained in this Agreement shall be construed to place the parties in the relationship of legal representatives, partners, or joint ventures. Neither LICENSOR nor LICENSEE shall have the power to bind or obligate in any manner whatsoever, other than as per this Agreement.

6. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the state of Colorado. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year written below.

 

________________________________                      _____________________________ LICENSEE signature                                                      LICENSOR signature
Organization Name                                                         Dick Wulf

________________________________                                                         
Name of Person Authorized to Purchase

DATE: ______________________                              DATE: _______________________